1911 Gold Announces C$11.5 Million "Bought Deal" Life Offering and Private Placement
VANCOUVER, British Columbia, June 24, 2025 (GLOBE NEWSWIRE) -- 1911 Gold Corporation ("1911 Gold" or the "Company") (TSXV:AUMB, FRA: 2KY)) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. ("Haywood"), as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters (together with Haywood, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis: (i) 2,500,000 common shares of the Company (the "Non-FT Shares") at a price of C$0.20 per Non-FT Share (the "Non-FT Issue Price"); (ii) 2,924,000 common shares which qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")) and qualify as "Canadian exploration expenses" and "flow through mining expenditures" as defined in the Tax Act and that are incurred in the province of Manitoba and qualify for the Manitoba Mineral Exploration Tax Credit (the "Tranche 1 CEE Shares") at a price of C$0.342 per Tranche 1 CEE Share (the "Tranche 1 CEE Issue Price"); (iii) 26,042,000 common shares which qualify as "flow-through shares" (within the meaning of the Tax Act) and qualify as "Canadian exploration expenses" as defined in the Tax Act (the "Tranche 2 CEE Shares" and together with the Tranche 1 CEE Shares, the "CEE Offered Shares") at a price of C$0.288 per Tranche 2 CEE Share (the "Tranche 2 CEE Issue Price"); and (iv) 10,163,000 common shares which qualify as "flow-through shares" (within the meaning of the Tax Act) and qualify as "accelerated Canadian development expenses" as defined in the Tax Act (the "CDE Offered Shares" and, together with the Non-FT Shares and CEE Offered Shares, the "Offered Shares") at a price of C$0.246 per CDE Offered Share (the "CDE Issue Price") for aggregate gross proceeds to the Company of C$11,500,202 (the "Underwritten Offering").
The Company has granted the Underwriters an option to purchase up to an additional 15% of the Underwritten Offering in any combination of (i) Non-FT Shares at the Non-FT Issue Price; (ii) CDE Offered Shares at the CDE Issue Price, and (iii) CEE Offered Shares at the respective Tranche 1 CEE Issue Price and/or Tranche 2 CEE Issue Price (the "Underwriters' Option", and together with the Underwritten Offering, the "Offering"), exercisable in whole or in part at any time up to 48 hours prior to the closing date of the Offering.
The CEE Offered Shares will be offered and sold to eligible substituted purchasers pursuant to: (i) the available "accredited investor", "minimum amount investment" and "family, friends and business associates" private placement exemptions in accordance with National Instrument 45-106, Prospectus Exemptions in each of the Provinces of Canada (the "CEE PP Shares"); and/or (ii) the listed issuer financing prospectus exemption under Part 5A of NI 45-106 and Coordinated Blanker Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption") in each of the Provinces of Canada, except Quebec, (the "CEE LIFE Shares"), in any combination thereof. The Non-FT Shares and CDE Offered Shares will be offered and sold to eligible substituted purchasers pursuant to the LIFE Exemption in each of Provinces of Canada, except Quebec. The Non-FT Shares will be offered and sold to eligible substituted purchasers pursuant to the LIFE Exemption in each of Provinces of Canada, except Quebec, the United States and in certain offshore foreign jurisdictions. The Non-FT Shares sold to purchasers in the United States will be made on a private placement basis pursuant to one or more exemptions from registration requirements of the United States Securities Act of 1933, as amended.
For the CEE Offered Shares, the Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of ...
